Finward Bancorp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐             

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                  ☐

 

 

 

On May 24, 2024, Finward Bancorp (the “Bancorp”) held its Annual Meeting of Shareholders (the “Annual Meeting”), as a virtual-only meeting, pursuant to due notice. Only holders of record of the Bancorp’s common stock at the close of business on March 22, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting. On the Record Date, there were 4,301,819 shares of the Bancorp’s common stock issued and outstanding. Holders of a total of 3,206,697 shares of common stock were present virtually or by proxy at the Annual Meeting, constituting a quorum.

 

The Bancorp’s shareholders voted on four proposals at the Annual Meeting. The proposals are described in detail in the Bancorp’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2024. The final results of the vote regarding the proposals are set forth below.

 

Proposal 1: Election of Directors. The Bancorp’s shareholders elected two directors to serve three-year terms expiring in 2027. The votes regarding this proposal were as follows:

 

 

Proposal 2: Ratification of Auditors. The proposal described below, having received a vote virtually or by proxy of more favorable votes than votes cast against the proposal, was declared to be duly adopted by the shareholders of the Bancorp.  The votes regarding this proposal were as follows:

 

 

Proposal 3: Advisory Vote on Compensation. The proposal described below, having received an advisory vote virtually or by proxy of more favorable votes than votes cast against the proposal, was declared to be duly adopted by the shareholders of the Bancorp.  The votes regarding this proposal were as follows:

 

 

Proposal 4: Advisory Vote on the Frequency of Shareholder Advisory Votes on Compensation. The Bancorp’s shareholders voted, on a non-binding advisory basis, indicating their preference on the frequency of the shareholder vote on the executive compensation of the Bancorp’s named executive officers, as follows:

 

 

The option that received the most votes cast by shareholders at the Annual Meeting was “one year.” The Bancorp’s Board of Directors had recommended a vote for annual frequency of say-on-pay votes. In light of this result and other factors it considered, the Board has determined that the Bancorp will continue to hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes occurs. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Bancorp’s 2030 Annual Meeting of Shareholders.

 

No other matters were considered or voted upon at the Annual Meeting.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.